CNA FINANCIAL CORPORATION
(As Amended Effective April 28, 2004)
ARTICLE I. OFFICES.
SECTION 1. The registered office shall be in the City of Wilmington, County of New Castle, State of
SECTION 2. The Corporation may also have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II. MEETINGS OF STOCKHOLDERS.
SECTION 1. Meetings of stockholders for any purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
SECTION 2. Annual meetings of stockholders, commencing with the year 2004, shall be held annually at
such date and time as shall be designated by the Board of Directors and stated in the notice of the
meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other
business as may be properly brought before the meeting. Elections of Directors need not be by ballot.
SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days
before the date of the meeting.
SECTION 4. The officer who has charge of the stock ledger of the Corporation shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be opened to the examination
of any stockholder, for the purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held,
which place shall be specifi